Securities and Exchange Commission
Washington, DC 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
For the period ended SEPTEMBER 30, 2008
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to
Commission File Number 0-24033
NASB FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Missouri 43-1805201
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
12498 South 71 Highway, Grandview, Missouri 64030
(Address of principal executive offices) (Zip Code)
(816) 765-2200
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.15 par value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
[X]Yes [ ] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Section 229.405 of this
chapter) is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).
[X]Yes [ ]No
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
[ ]Yes [X]No
The aggregate market value of the voting stock held by non-
affiliates of the Registrant, based on the asking price of its Common
Stock on March 31, 2008, was approximately $96.0 million.
As of December 5, 2008, there were issued and outstanding
7,867,614 shares of the Registrant's common stock.
DOCUMENTS INCORPORATED BY REFERENCE
1. Part II - Annual report to Stockholders for the Fiscal Year Ended
September 30, 2008.
2. Part III - Proxy Statement for the 2009 Annual Meeting of
Stockholders.
PART I
ITEM 1. BUSINESS
General Description
NASB Financial, Inc. (the "Company") was formed in 1998 as a
unitary thrift holding company of North American Savings Bank, F.S.B.
("North American" or the "Bank"). The Bank is a federally chartered
stock savings bank, with its headquarters in the Kansas City area.
The Bank began operating in 1927, and became a member of the Federal
Home Loan Bank of Des Moines ("FHLB") in 1940. Its customer deposit
accounts are insured by the Deposit Insurance Fund ("DIF"), a division
of the Federal Deposit Insurance Corporation ("FDIC"). The Bank
converted to a stock form of ownership in September 1985.
The Bank's primary market area includes the counties of Jackson,
Cass, Clay, Buchanan, Andrew, Platte, and Ray in Missouri, and Johnson
and Wyandotte counties in Kansas. The Bank currently has nine retail
deposit offices in Missouri including one each in Grandview, Lee's
Summit, Independence, Harrisonville, Excelsior Springs, Platte City,
and St. Joseph, and two in Kansas City. North American also operates
loan production offices in Lee's Summit and Springfield in Missouri,
and Overland Park in Kansas. The economy of the Kansas City area is
diversified with major employers in agribusiness, greeting cards,
automobile production, transportation, telecommunications, and
government.
The Bank's principal business is to attract deposits from the
general public and to originate real estate loans, other loans and
short-term investments. The Bank obtains funds mainly from deposits
received from the general public, sales of loans and loan
participations, advances from the FHLB, and principal repayments on
loans and mortgage-backed securities ("MBS"). The Bank's primary
sources of income include interest on loans, interest on MBS, customer
service fees, and mortgage banking fees. Its primary expenses are
interest payments on customer deposit accounts and borrowings and
normal operating costs.
WEIGHTED AVERAGE YIELDS AND RATES
The following table presents the balances of interest-earning
assets and interest-costing liabilities with weighted average yields
and rates. Average balances and weighted average yields include all
accrual and non-accrual loans. Dollar amounts are expressed in
thousands.
Fiscal 2008
----------------------
Average Yield/
Balance Rate
----------------------
Interest-earning assets:
Loans $ 1,363,032 6.72%
Mortgage-backed securities 71,196 3.58%
Investments 25,909 4.19%
Bank deposits 11,953 2.12%
----------------------
Total earning assets 1,472,090 6.49%
Non-earning assets 61,057 ---------
-----------
Total $ 1,533,147
===========
Interest-costing liabilities:
Customer checking and savings
deposit accounts $ 166,076 1.16%
Customer and brokered
certificates of deposit 639,113 4.51%
FHLB advances 536,344 4.55%
Subordinated debentures 25,000 5.43%
----------------------
Total costing liabilities 1,366,533 4.13%
Non-costing liabilities 15,291 ---------
Stockholders' equity 151,323
-----------
Total $1,533,147
===========
Net earning balance $ 105,557
===========
Earning yield less costing rate 2.36%
=========
Fiscal 2007
----------------------
Average Yield/
Balance Rate
----------------------
Interest-earning assets:
Loans $ 1,339,370 7.40%
Mortgage-backed securities 89,972 3.51%
Investments 25,145 4.99%
Bank deposits 7,506 4.53%
----------------------
Total earning assets 1,461,993 7.10%
Non-earning assets 63,799 ---------
-----------
Total $ 1,525,792
===========
Interest-costing liabilities:
Customer checking and savings
deposit accounts $ 169,264 1.20%
Customer and brokered
certificates of deposit 650,273 4.84%
FHLB advances 512,341 5.23%
Subordinated debentures 20,269 7.01%
Repurchase agreements 7,546 5.23%
----------------------
Total costing liabilities 1,359,693 4.57%
Non-costing liabilities 12,668 ---------
Stockholders' equity 153,431
-----------
Total $1,525,792
===========
Net earning balance $ 102,300
===========
Earning yield less costing rate 2.53%
=========
Fiscal 2006
----------------------
Average Yield/
Balance Rate
----------------------
Interest-earning assets:
Loans $ 1,336,590 7.02%
Mortgage-backed securities 112,201 3.71%
Investments 23,417 3.84%
Bank deposits 7,929 3.01%
----------------------
Total earning assets 1,480,137 6.70%
Non-earning assets 57,259 ---------
-----------
Total $ 1,537,396
===========
Interest-costing liabilities:
Customer checking and savings
deposit accounts $ 184,180 1.07%
Customer and brokered
certificates of deposit 683,167 4.10%
FHLB advances 481,422 4.53%
Repurchase agreements 24,231 3.24%
----------------------
Total costing liabilities 1,373,000 3.83%
Non-costing liabilities 12,468 ---------
Stockholders' equity 151,928
-----------
Total $1,537,396
===========
Net earning balance $ 107,137
===========
Earning yield less costing rate 2.87%
=========
1
RATIOS
The following table sets forth, for the periods indicated, the
Company's return on assets (net income divided by average total
assets), return on equity (net income divided by average equity), and
equity-to-assets ratio (average equity divided by average total
assets), and dividend payout ratio (total cash dividends paid divided
by net income).
Year ended September 30,
---------------------------------------
2008 2007 2006 2005 2004
---------------------------------------
Return on average assets 0.61% 1.01% 1.35% 1.77% 2.34%
Return on average equity 6.16% 10.01% 13.60% 17.94% 18.88%
Equity to asset ratio 10.05% 9.92% 10.27% 9.57% 10.21%
Dividend payout ratio 76.16% 47.90% 45.59% 54.82% 48.74%
The following table sets forth the amount of cash dividends per
share paid on the Company's common stock during the months indicated.
Calendar year
-----------------------------------------------
2008 2007 2006 2005 2004
-----------------------------------------------
February $ 0.225 0.225 0.225 0.225 0.20
May 0.225 0.225 0.225 0.225 0.20
August 0.225 0.225 0.225 0.225 0.20
November 0.225 0.225 0.225 0.45 1.00
ASSET ACTIVITIES
LENDING ACTIVITIES
The Bank, has traditionally concentrated its lending activities
on mortgage loans secured by residential and business property and, to
a lesser extent, development lending. The residential mortgage loans
originated have predominantly long-term fixed and adjustable rates.
The Bank also has a portfolio of mortgage loans that are secured by
multifamily, construction, development, and commercial real estate
properties. The remaining part of North American's loan portfolio
consists of non-mortgage commercial loans and installment loans. The
following table presents the Bank's total loans receivable, held for
investment plus held for sale, for the periods indicated. The related
discounts, premiums, deferred fees and loans-in-process accounts are
excluded. Dollar amounts are expressed in thousands.
As of September 30,
-------------------------------------------------------------------------
2008 2007 2006 2005 2004
Amount Pct. Amount Pct. Amount Pct. Amount Pct. Amount Pct.
------------- ------------ ------------ ------------ ------------
Mortgage loans:
Permanent Loans on:
Residential properties $458,087 31% 428,520 29 441,123 29 535,554 35 447,006 34
Business properties 496,671 34 489,978 33 482,029 32 428,566 28 413,887 31
Partially guaranteed
by VA or insured
by FHA 2,812 -- 1,541 -- 1,890 -- 3,314 -- 6,667 1
Construction and
development 396,777 27 476,081 33 506,034 34 501,072 32 378,154 29
------------- ------------- ------------- ------------- ------------
Total mortgage loans 1,354,347 92 1,396,120 95 1,431,076 95 1,468,506 95 1,245,714 95
Commercial loans 93,600 7 63,801 4 60,692 4 54,182 4 40,250 3
Installment loans to
individuals 14,920 1 17,729 1 17,279 1 21,413 1 22,489 2
------------- ------------- ------------- ------------- -------------
$1,462,867 100 1,477,650 100 1,509,047 100 1,544,101 100 1,308,453 100
============= ============= ============= ============= =============
2
The following table sets forth information at September 30, 2008,
regarding the dollar amount of loans maturing in the Bank's portfolio
based on their contractual terms to maturity. Demand loans, which
have no stated schedule of repayment and no stated maturity, are
reported as due in one year or less. Scheduled repayments are
reported in the maturity category in which the payment is due. Dollar
amounts are expressed in thousands.
2010
Through After
2009 2013 2013 Total
------------------------------------------
Mortgage Loans:
Permanent:
- at fixed rate $ 2,451 3,757 321,721 327,929
- at adjustable rates 38,292 8,440 582,909 629,641
Construction and development:
- at fixed rates 2,008 456 -- 2,464
- at adjustable rates 290,212 104,101 -- 394,313
-----------------------------------------
Total mortgage loans 332,963 116,754 904,630 1,354,347
Commercial loans 6,820 37,087 49,693 93,600
Installment loans to
individuals 2,246 2,267 10,407 14,920
------------------------------------------
Total loans receivable $342,029 156,108 964,730 1,462,867
==========================================
RESIDENTIAL REAL ESTATE LOANS
The Bank offers a range of residential loan programs. At
September 30, 2008, 31% of total loans receivable were permanent loans
on residential properties. Also, the Bank is authorized to originate
loans guaranteed by the Veterans Administration ("VA") and loans
insured by the Federal Housing Administration ("FHA"). Included in
residential loans as of September 30, 2008, are $2.8 million or less
than 1% of the Bank's total loans that were insured by the FHA or VA.
The Bank's residential loans come from several sources. The
loans that the Bank originates are generally a result of direct
solicitations of real estate brokers, builders, developers, or
potential borrowers via the internet. North American periodically
purchases real estate loans from other financial institutions or
mortgage bankers. Loan originations and purchases must be approved by
various levels of management and, depending on the loan amount, are
subject to review by the Board of Directors.
At the time a potential borrower applies for a single family
residential mortgage loan, it is designated as either a portfolio
loan, which is held for investment and carried at amortized cost, or a
loan held-for-sale in the secondary market and carried at the lower of
cost or fair value. All the loans on single family property that the
Bank holds for sale conform to secondary market underwriting criteria
established by various institutional investors. All loans originated,
whether held for sale or held for investment, conform to internal
underwriting guidelines, which consider, among other things, a
property's value and the borrower's ability to repay the loan.
CONSTRUCTION AND DEVELOPMENT LOANS
Construction and land development loans are made primarily to
builders/developers, who construct properties for resale. As of
September 30, 2008, 27% of the Bank's total loans receivable were
construction and development loans. The Bank originates both fixed
and variable rate construction loans, and most are due and payable
within one year. In some cases, extensions are permitted if payments
are current and construction has progressed satisfactorily.
The Bank's requirements for a construction loan are similar to
those of a mortgage on an existing residence. In addition, the
borrower must submit accurate plans, specifications, and cost
projections of the property to be constructed. North American's staff
performs periodic inspections of each property during construction to
ensure adequate progress is achieved before scheduled loan
disbursements are made.
3
COMMERCIAL REAL ESTATE LOANS
The Bank purchases and originates several different types of
commercial real estate loans. As of September 30, 2008, commercial
real estate loans on business properties were $496.7 million or 34% of
the Bank's total loan portfolio. Permanent multifamily mortgage loans
on properties of 5 to 36 dwelling units have a 50% risk-weight for
risk-based capital requirements if they have an initial loan-to-value
ratio of not more than 80% and if their annual average occupancy rate
exceeds 80%. All other performing commercial real estate loans have
100% risk-weights.
INSTALLMENT LOANS
As of September 30, 2008, consumer installment loans and lease
financing to individuals represented approximately 1% of loans
receivable. These loans consist primarily of loans on savings
accounts and consumer lines of credit that are secured by a customer's
equity in their primary residence.
SALES OF MORTGAGE LOANS
The Bank is an active seller of loans in the national secondary
mortgage market. A portion of loans originated are sold to various
investors with the rights to service the loans (servicing released).
Another portion are originated for sale with loan servicing rights
kept by the Bank (servicing retained), or with servicing rights sold
to a third party servicer. At the time of each loan commitment,
management decides if the loan will be held in portfolio or sold and,
if sold, which investor is appropriate. During fiscal 2008, the Bank
sold $883.9 million in loans with servicing released.
The Bank records loans held for sale at the lower of cost or
estimated fair value, and any adjustments made to record them at
estimated fair value are made through the income statement. As of
September 30, 2008, the Bank had loans held for sale with a carrying
value of $64.0 million.
CLASSIFIED ASSETS, DELINQUENCIES, AND ALLOWANCE FOR LOSS
Classified Assets. In accordance with the asset classification
system outlined by the Office of Thrift Supervision ("OTS"), North
American's problem assets are classified as either "substandard,"
"doubtful," or "loss."
An asset is considered substandard if it is inadequately
protected by the borrower's ability to repay, or the value of
collateral. Substandard assets include those characterized by a
possibility that the institution will sustain some loss if the
deficiencies are not corrected. Assets classified as doubtful have
the same weaknesses of those classified as substandard with the added
characteristic that the weaknesses present make collection or
liquidation in full, on the basis of currently existing facts,
conditions, and values, highly questionable and improbable. Assets
classified as loss are considered uncollectible and of such little
value that their existence without establishing a specific loss
allowance is not warranted.
When the Bank classifies a problem asset, it establishes a
specific loss allowance needed to reduce its book value to the present
value of the expected future cash flows discounted at the loan's
initial effective interest rate, or as a practical expedient, to the
loan's observable market price or the fair value of the collateral, if
the loan is dependent on collateral. In addition, Allowances for Loan
and Lease Losses ("ALLL") are established by management. ALLL
represent allowances that recognize inherent risks associated with
distinct and homogenous loans pools. When the Bank classifies all or
part of problem assets as loss, it establishes a specific loss
allowance equal to 100% of the loss classification. The OTS reviews
North American's asset classification during each examination and can
require changes to asset classifications, specific loss allowances,
ALLL, and loan loss provision.
4
Each month, management reviews the problem loans in its portfolio
to determine whether changes to the asset classifications or
allowances are needed. The following table summarizes the Bank's
classified assets as reported to the OTS, plus any classified assets
of the holding company. Dollar amounts are expressed in thousands.
As of September 30,
-----------------------------------------
2008 2007 2006 2005 2004
-----------------------------------------
Asset Classification
Substandard $ 34,320 11,726 12,361 13,346 17,462
Doubtful -- -- -- -- --
Loss 1,442 357 434 595 1,861
-----------------------------------------
Total Classified 35,762 12,083 12,795 13,941 19,323
Allowance for loan/REO
losses (14,476) (8,301) (8,266) (7,731) (9,315)
-----------------------------------------
Net classified assets $ 21,286 3,782 4,529 6,210 10,008
=========================================
Net classified to total
classified assets 60% 31% 35% 45% 52%
=========================================
When a loan becomes 90 days past due, the Bank stops accruing
interest and establishes a reserve for the interest accrued-to-date.
The following table summarizes non-performing assets, troubled debt
restructurings, and real estate acquired through foreclosure or in-
substance foreclosure. Dollar amounts are expressed in thousands.
September 30,
-----------------------------------------------
2008 2007 2006 2005 2004
-----------------------------------------------
Total Assets $1,516,761 1,506,483 1,524,796 1,556,344 1,361,888
===============================================
Non-accrual loans $ 35,075 3,284 6,396 5,643 15,748
Troubled debt
restructurings -- -- 3,477 74 2,844
Net real estate and
other assets acquired
through foreclosure 6,038 6,511 5,231 7,760 4,014
-----------------------------------------------
Total $ 41,113 9,795 15,104 13,477 22,606
===============================================
Percent of total assets 2.71% 0.65% 0.99% 0.87% 1.66%
===============================================
Delinquencies. The following table summarizes delinquent loan
information.
As of September 30, 2008
----------------------------------------------------------------------
Number of Percent of
Loans delinquent for Loans Amount Total Loans
----------------------------------------------------------------------
30 to 89 days 82 $ 15,892 1.1%
90 or more days 89 35,075 2.4%
----------- -----------------------------
Total 171 $ 50,967 3.5%
=========== =============================
As of September 30, 2007
----------------------------------------------------------------------
Number of Percent of
Loans delinquent for Loans Amount Total Loans
----------------------------------------------------------------------
30 to 89 days 77 $ 9,002 0.6%
90 or more days 70 3,284 0.2%
----------- -----------------------------
Total 147 $ 12,286 0.8%
=========== =============================
5
The effect of non-performing loans on interest income for fiscal
year 2008 is presented below. Dollar amounts are expressed in
thousands.
Principal amount of non-performing loans
as of September 30, 2008 $ 35,075
========
Gross amount of interest income that would
have been recorded during fiscal 2008 if
these loans had been performing $ 3,770
Actual amount included in interest income for
fiscal 2008 1,966
--------
Interest income not recognized on non-performing
loans $ 1,804
========
Allowance for loan and lease losses. Management records a
provision for estimated loan losses in an amount sufficient to cover
current net charge-offs and probable losses based on an analysis of
risks inherent in the loan portfolio. Management continually monitors
the performance of the loan portfolio and establishes specific loss
allowances when warranted. Specifically, when it appears that a
property and borrower are no longer capable of full repayment,
management establishes a specific loss allowance to reduce the loan's
book value to fair value based on the anticipated results of
collections. In addition, management establishes Allowance for Loan
and Lease Losses ("ALLL") through charges to the provision for loan
loss based on an assessment of the portfolio's credit risk, other than
specifically identified problem loans. Management attempts to
maintain ALLL proportionate to the level of risk in the Bank's
performing loan portfolio.
Management records an Allowance for Loan and Lease Losses
sufficient to cover current net charge-offs and an estimate of
probable losses based on an analysis of risks that management believes
to be inherent in the loan portfolio. The ALLL recognizes the
inherent risks associated with lending activities but, unlike a
specific allowance, has not been allocated to particular problem
assets but to a homogenous pool of loans. Management analyzes the
adequacy of the allowance on a monthly basis and believes that the
Bank's specific loss allowances and ALLL are adequate. While
management uses information currently available to determine these
allowances, they can fluctuate based on changes in economic conditions
and changes in the information available to management. Also,
regulatory agencies review the Bank's allowances for loan loss as part
of their examination, and they may require the Bank to recognize
additional loss provisions based on the information available at the
time of their examinations.
Management estimates the required level of ALLL using a formula
based on various subjective and objective factors. ALLL is
established and maintained in the form of a provision on loss charged
to earnings. Based on its analysis, management may determine that
ALLL is above appropriate levels. If so, a negative loss provision
would be recorded to reduce the ALLL. This could occur due to
significant asset recoveries or significant reductions in the level of
classified assets. Each quarter management assesses the risk of the
assets in the loan portfolio using historical loss data and current
economic conditions in order to determine impairment of the various
loan portfolios and adjusts the level of ALLL. At any given time, the
ALLL should be sufficient to absorb at least all estimated credit
losses on outstanding balances over the next twelve months.
When considering the adequacy of ALLL, management's evaluation of
the asset portfolio has two primary components: foreclosure
probability and loss severity. Foreclosure probability is the
likelihood of loans not repaying in accordance with their original
terms, which would result in the foreclosure and subsequent
liquidation of the property. Loss severity is any potential loss
resulting from the loan's foreclosure and subsequent liquidation.
Management calculates estimated foreclosure frequency and loss
severity ratios for each homogenous loan pool based upon objective
factors such as historical data and loan characteristics, plus an
estimate of certain subjective factors including future market trends
and economic conditions. These ratios are applied to the balances of
the homogeneous loan pools to determine the adequacy of the ALLL each
month.
In addition to analyzing homogenous pools of loans for
impairment, management reviews individual loans for impairment each
month. A loan becomes impaired when management believes it will be
unable to collect all principal and interest due according to the
contractual terms of the loan. If a loan is impaired, the Bank
records a specific allowance equal to the excess of the loan's
carrying value over the present value of the estimated future cash
flows discounted at the loan's effective rate based on the loan's
observable market price or the fair value of the collateral if the
loan is collateral dependent. Loans on residential properties with
greater than four units and loans on construction/development and
commercial properties are evaluated for impairment on a loan-by-loan
basis.
6
The provision for losses on loans was $6.2 million during the
year ended September 30, 2008, compared to $1.6 million during fiscal
2007. The allowance for loan losses was $13.8 million or 1.07% of the
total loan portfolio held for investment and approximately 39% of
total nonaccrual loans as of September 30, 2008. This compares with
an allowance for loan losses of $8.1 million or 0.63% of the total
loan portfolio held for investment and approximately 245% of the total
nonaccrual loans as of September 30, 2007. The increase in the
allowance for loan loss of $5.7 million was due to the aforementioned
provision for loan loss resulting from management's analysis of the
Bank's loan portfolios, which was partially offset by net charge-offs
for the year of $490,000. The provision for loss on loans related
primarily to the significant increase in loans secured by business and
residential construction properties classified as substandard or loss
over the prior year. Additionally, management determined that the
significant increase in the allowance for loan loss was appropriate
due to the continued deterioration in the residential housing market.
The following table sets forth the activity in the allowance for
loan losses. Dollar amounts are expressed in thousands.
September 30,
-----------------------------------------
2008 2007 2006 2005 2004
-----------------------------------------
Balance at beginning of year $ 8,097 7,991 7,536 8,221 7,986
Total provisions 6,200 1,634 745 522 465
Net recoveries (charge-offs)on:
Residential properties (11) (40) (2) 53 51
Business properties (5) (386) (280) (1,237) (273)
Construction and development (362) (842) (2) -- --
Commercial loans -- -- -- -- --
Installment loans (112) (260) (6) (23) (8)
-----------------------------------------
Total net recoveries
(charge-offs) (490) (1,528) (290) (1,207) (230)
Acquired in merger -- -- -- -- --
-----------------------------------------
Balance at end of year $13,807 8,097 7,991 7,536 8,221
=========================================
The following table sets forth the allocation of the allowance
for loan losses. Dollar amounts are expressed in thousands.
As of September 30,
--------------------------------------------------------------------------
2008 2007 2006 2005 2004
Amount Pct. Amount Pct. Amount Pct. Amount Pct. Amount Pct.
------------- ------------ ------------ ------------ ------------
Residential properties $ 1,286 9% 1,013 13 789 10 722 10 893 11
Business properties 5,723 41 4,289 53 4,574 57 4,404 58 5,280 64
Construction and
development 5,638 41 1,704 21 1,783 22 1,406 19 1,295 16
Commercial loans 952 7 728 9 613 8 608 8 283 3
Installment loans 208 2 363 4 232 3 396 5 470 6
------------- ------------- ------------- -------------- -------------
$ 13,807 100 8,097 100 7,991 100 7,536 100 8,221 100
============= ============= ============= ============== =============
REAL ESTATE ACQUIRED THROUGH FORECLOSURE
The Bank's staff attempts to contact borrowers who fail to make
scheduled payments, generally after a payment is more than 15 days
past due. In most cases, delinquencies are cured promptly. If a
delinquency exceeds 90 days, North American will implement measures to
remedy the default, such as accepting a voluntary deed for the
property in lieu of foreclosure or commencing a foreclosure action.
If a foreclosure occurs, the property is classified as real estate
owned ("REO") until the property is sold. North American sometimes
finances the sale of foreclosed real estate ("loan to facilitate").
Loans to facilitate may involve a reduced down payment, a reduced
rate, or a longer term than the Bank's typical underwriting standards.
7
If a loan has a specific loss reserve at the time it is
foreclosed, the specific reserve is netted against the loan balance in
recording the foreclosed loan as REO. Management records a provision
for losses on REO when, subsequent to foreclosure, the estimated net
realizable value of a repossessed asset declines below its book value.
The following table sets forth activity in the allowance for loss on
REO. Dollar amounts are expressed in thousands.
September 30,
---------------------------------------
2008 2007 2006 2005 2004
---------------------------------------
Beginning allowance for loss $ 204 275 195 1,093 1,019
Provisions 2,050 595 (1,026) (899) (237)
Net recoveries (charge-offs) (1,585) (666) 1,106 1 311
---------------------------------------
Allowance for loss at year-end $ 669 204 275 195 1,093
=======================================
SECURITIES AND MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE
Management classifies debt securities as available for sale if
the Bank does not have the intention and ability to hold until
maturity. Assets available for sale are carried at estimated fair
value, with all fair value adjustments recorded as accumulated other
comprehensive income or loss.
MORTGAGE-BACKED SECURITIES HELD TO MATURITY
The Bank's MBS portfolio consists primarily of securities issued
by the FHLMC, FNMA, and GNMA. As of September 30, 2008, the Bank had
$88,000 in fixed rate and $47,000 in balloon and adjustable rate
mortgage-backed securities ("MBS") issued by these agencies.
INVESTMENT SECURITIES
As of September 30, 2008, the Bank held no investment security
from a single issuer for which the market value exceeded 10% of the
Bank's stockholders' equity.
SOURCE OF FUNDS
In addition to customer and brokered deposits, the Bank obtains
funds from loan and MBS repayments, sales of loans held-for-sale and
securities available-for-sale, investment maturities, FHLB advances,
and other borrowings. Loan repayments, as well as the availability of
customer deposits, are influenced significantly by the level of market
interest rates. Borrowings may be used to compensate for insufficient
customer deposits or to support expanded loan and investment
activities.
CUSTOMER DEPOSIT AND BROKERED DEPOSIT ACCOUNTS
The following table sets forth the composition of various types
of deposit accounts. Dollar amounts are expressed in thousands.
September 30,
----------------------------------------------------------------------------
2008 2007 2006 2005 2004
------------ ------------ ------------ ------------ ------------
Amount Pct. Amount Pct. Amount Pct. Amount Pct. Amount Pct.
------------ ------------ ------------ ------------ ------------
Type of Account and Rate:
Demand deposit accounts $ 76,621 10% 93,451 11 86,517 10 82,596 10 84,016 12
Savings accounts 71,193 9 70,077 8 77,469 9 97,435 12 104,277 15
Money market demand
accounts 13,352 2 10,323 1 11,717 2 12,271 2 16,453 2
Certificates of deposit 530,449 69 548,251 64 547,096 64 515,590 64 448,954 66
Brokered accounts 77,764 10 133,434 16 128,243 15 94,802 12 30,040 5
------------- ------------ ------------ ------------ -----------
$769,379 100 855,536 100 851,042 100 802,694 100 683,740 100
============= ============ ============ ============ ===========
Weighted average
interest rate 3.38% 4.30% 3.98% 2.96% 2.04%
8
The following table presents the deposit activities at the Bank.
Dollar amounts are expressed in thousands.
For the years ended September 30,
-------------------------------------------------
2008 2007 2006 2005 2004
-------------------------------------------------
Deposit receipts $ 1,390,376 1,354,709 1,477,500 1,302,290 1,199,330
Withdrawals 1,508,927 1,383,389 1,457,221 1,199,596 1,183,083
-------------------------------------------------
Deposit receipts
and purchases in
excess of (less
than) withdrawals (118,551) (28,680) 20,279 102,694 16,247
Interest credited 32,394 33,174 28,069 16,260 12,805
-------------------------------------------------
Net increase
(decrease) $ (86,157) 4,494 48,348 118,954 29,052
=================================================
Balance at end
of year $ 769,379 855,536 851,042 802,694 683,740
=================================================
Customers who wish to withdraw certificates of deposit prior to
maturity are subject to a penalty for early withdrawal.
The following table presents contractual maturities of
certificate accounts of $100,000 or more at September 30, 2008.
Dollar amounts are expressed in thousands.
Maturing in three months or less $ 9,580
Maturing in three to six months 15,193
Maturing in six to twelve months 43,251
Maturing in over twelve months 37,919
--------
$ 105,943
========
FHLB ADVANCES AND OTHER BORROWINGS
FHLB advances are an important source of borrowing for North
American. The FHLB functions as a central reserve bank providing
credit for thrifts and other member institutions. As a member of the
FHLB, North American is required to own stock in the FHLB of Des
Moines and can apply for advances, collateralized by the stock and
certain types of mortgages, provided that certain standards related to
credit-worthiness are met.
The Bank has historically relied on customer deposits and loan
repayments as its primary sources of funds. Advances are sometimes
used as a funding supplement, when management determines that it can
profitably invest the advances over their term. During fiscal 2008,
the Bank borrowed an additional $378.0 million in advances, repaid
$286.7 million, and as of September 30, 2008, had a balance of $550.1
million (40% of total liabilities) of advances from the FHLB.
The following table presents, for the periods indicated, certain
information as to the Bank's advances from the FHLB and other
borrowings. Dollar amounts are expressed in thousands.
As of September 30,
--------------------------------------------------
2008 2007 2006 2005 2004
--------------------------------------------------
FHLB advances $ 550,091 458,933 499,357 465,907 367,341
Other borrowings -- -- -- 122,000 159,100
--------------------------------------------------
Total $ 550,091 458,933 499,357 587,907 526,441
==================================================
Weighted average
rate 4.07% 5.08% 5.21% 3.67% 1.91%
==================================================
9
OTHER ACTIVITIES
SERVICE CORPORATION ACTIVITIES
The Financial Institutions Reform, Recovery and Enforcement Act
("FIRREA") substantially limits the types of service corporation
activities permissible by the Bank. North American's service
corporation, Nor-Am, was incorporated in 1972. Nor-Am sells tax-
deferred annuities and mutual funds through the Bank's branch offices
and credit life and disability insurance to loan customers.
OTHER INFORMATION
EMPLOYEES
As of September 30, 2008, the Bank and its subsidiaries had 339
employees. Management considers its relations with the employees to
be excellent.
The Bank currently maintains a comprehensive employee benefit
program including a qualified pension plan, hospitalization and major
medical insurance, paid vacations, paid sick leave, long-term
disability insurance, life insurance, and reduced loan fees for
employees who qualify. The Bank's employees are not represented by
any collective bargaining group.
COMPETITION
The Bank, like other savings institutions, is operating in a
changing environment. Non-depository financial service companies such
as securities dealers, insurance agencies, and mutual funds have
become competitors for retail savings and investments. In addition to
offering competitive interest rates, a savings institution can attract
customer deposits by offering a variety of services and convenient
office locations and business hours. Mortgage banking/brokerage firms
compete for the residential mortgage business. The primary factors in
competing for loans are interest rates and rate adjustment provisions,
loan maturity, loan fees, and the quality of service to borrowers and
brokers.
REGULATION
GENERAL
Federal savings institutions are members of the FHLB System and
their deposits are insured by the DIF, a division of the Federal
Deposit Insurance Corporation ("FDIC"). They are subject to extensive
regulation by the OTS as the chartering authority and now, since the
passage of the FIRREA, the FDIC. DIF insured institutions are limited
in the transactions in which they may engage by statute and
regulation, which in certain instances may require an institution to
conform with regulatory standards or to receive prior approval from
regulators. Institutions must also file periodic reports with these
government agencies regarding their activities and their financial
condition. The OTS and FDIC make periodic examinations of the Bank to
test compliance with the various regulatory requirements. If it is
deemed appropriate, the FDIC can require a re-valuation of the Bank's
assets based on examinations and they can require the Bank to
establish specific allowances for loss that reflect any such re-
valuation. This supervision and regulation is intended primarily for
the protection of depositors. Savings institutions are also subject
to certain reserve requirements under Federal Reserve Board
regulations.
The enforcement provisions of the Federal Deposit Insurance Act
("FDI Act") are applicable to savings institutions and savings and
loan holding companies. While the OTS is primarily responsible for
enforcing those provisions, the FDIC also has authority to impose
enforcement action on savings institutions in certain situations. The
jurisdiction of the FDI Act's enforcement powers cover all "insured-
related parties" including stockholders, attorneys, appraisers and
accountants who knowingly or recklessly participate in wrongful action
likely to have an adverse effect on an insured institution.
Regulators have broad flexibility to impose enforcement action on an
institution that fails to comply with its regulatory requirements,
particularly with respect to the capital requirements. Possible
enforcement action ranges from requiring a capital plan, restricting
operations, or terminating deposit insurance. The FDIC can recommend
to the director of the OTS (the "Director") enforcement action, and if
action is not taken by the Director, the FDIC has the authority to
compel such action under certain circumstances.
10
FEDERAL HOME LOAN BANKING SYSTEM
The Bank is a member of the FHLB System, which consists of 12
regional Federal Home Loan Banks each subject to OTS supervision and
regulation. The FHLBs provide a central credit facility for member
institutions. The Bank, as a member of the FHLB of Des Moines, is
required to hold shares of capital stock of the FHLB in an amount
equal to at least 1% of the aggregate principal amount of its unpaid
residential mortgage loans, home purchase contracts and similar
obligations at the beginning of each year, or 1/20 of its advances
from the FHLB of Des Moines, whichever is greater. The Bank complies
with this requirement and holds stock in the FHLB of Des Moines at
September 30, 2008, of $26.3 million. FHLB advances must be secured
by specified types of collateral. Also, standards of community
investment and community service must be met by members that apply for
FHLB advances.
LIQUIDITY
Effective July 18, 2001, the OTS adopted a rule that removed the
regulation to maintain a specific average daily balance of liquid
assets, but retained a provision that requires institutions to
maintain sufficient liquidity to ensure their safe and sound
operation. North American maintains a level of liquid assets adequate
to meet the requirements of normal banking activities, including the
repayment of maturing debt and potential deposit withdrawals. The
Bank's primary sources of liquidity are the sale and repayment of
loans, retention of existing or newly acquired retail deposits, and
FHLB advances. Management continues to use FHLB advances as a primary
source of short-term funding. FHLB advances are secured by a blanket
pledge agreement of the loan and securities portfolio, as collateral,
supported by quarterly reporting of eligible collateral to FHLB.
Available FHLB borrowings are limited based upon a percentage of the
Bank's assets and eligible collateral, as adjusted by appropriate
eligibility and maintenance levels. Management continually monitors
the balance of eligible collateral relative to the amount of advances
outstanding. At September 30, 2008, the Bank had available advances
at FHLB of $586.0 million, and outstanding advances of $550.1 million.
The Bank has established relationships with various brokers, and, as a
secondary source of liquidity, the Bank may purchase brokered deposit
accounts. At September 30, 2008, the Bank has $77.8 million in
brokered deposits, and it could purchase up to an additional $278.3
million in brokered deposits and remain "well capitalized" as defined
by the OTS.
INSURANCE ON CUSTOMER DEPOSIT ACCOUNTS
Deposit insurance reform legislation was signed into law on
February 8, 2006. A key provision of this legislation was the merger
of the Bank Insurance Fund (BIF) and the Savings Association Insurance
Fund (SAIF) into a single fund, the Deposit Insurance Fund (DIF). The
merger of the funds was effective March 31, 2006. The DIF insures the
Bank's customer deposit accounts to a maximum of $100,000 for each
insured owner, with the exception of self-directed retirement
accounts, which are insured to a maximum of $250,000. On October 3,
2008, the Emergency Economic Stabilization Act of 2008 temporarily
raised the basic limit of federal deposit insurance coverage from
$100,000 to $250,000 per depositor. This legislation provides that
the basic deposit insurance limit will return to $100,000 after
December 31, 2009.
Deposit premiums are determined using a Risk-Related Premium
Schedule ("RRPS"), a matrix which places each insured institution into
one of three capital groups and one of three supervisory subgroups.
The capital groups are an objective measure of risk based on
regulatory capital calculations and include well capitalized,
adequately capitalized, and undercapitalized. The supervisory
subgroups (A, B, and C) are more subjective and are determined by the
FDIC based on recent regulatory examinations. Member institutions are
eligible for reclassification every six months.
Annual deposit insurance premiums range from 5 to 43 basis points
of insured deposits based on where an institution fits on the RRPS.
North American is considered to be "well capitalized" and has been
placed in the most favorable capital subgroup. In addition to deposit
insurance premiums, institutions are assessed a premium, which is used
to service the interest on the Financing Corporation ("FICO") debt.
The FDIC has authority to conduct examinations of, require
reporting of, and initiate enforcement actions against a thrift.
Regardless of an institution's capital level, insurance of deposits
may be terminated by the FDIC upon a finding that the institution has
engaged in unsafe or unsound practices, is in an unsafe or unsound
condition to continue operations, or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC or the OTS.
REGULATORY CAPITAL REQUIREMENTS
Regulations require that thrifts maintain minimum levels of
regulatory capital, which are at least as stringent as those imposed
on national banks by the Office of the Comptroller of the Currency
("OCC").
11
Leverage Limit. The leverage limit requires that a thrift
maintain "core capital" of at least 4% of its adjusted tangible
assets. "Core capital" includes (i) common stockholders' equity,
including retained earnings; non-cumulative preferred stock and
related earnings; and minority interest in the equity accounts of
consolidated subsidiaries, minus (ii) those intangibles (including
goodwill) and investments in and loans to subsidiaries not permitted
in computing capital for national banks, plus (iii) certain purchased
mortgage servicing rights and certain qualifying supervisory goodwill.
At September 30, 2008, intangible assets of $2.8 million and deferred
tax assets totaling an additional $6.3 million were deducted from the
Bank's regulatory capital. At September 30, 2008, the Bank's core
capital ratio was 9.7%.
Tangible Capital Requirement. The tangible capital requirement
mandates that a thrift maintain tangible capital of at least 1.5% of
tangible assets. For the purposes of this requirement, adjusted total
assets are generally calculated on the same basis as for the leverage
ratio requirement. Tangible capital is defined in the same manner as
core capital, except that all goodwill and certain other intangible
assets must be deducted. As of September 30, 2008, North American's
regulatory tangible capital was 9.7% of tangible assets.
Risk-Based Capital Requirement. OTS standards require that
institutions maintain risk-based capital equal to at least 8% of risk-
weighted assets. Total risk-based capital includes core capital plus
supplementary capital. In determining risk-weighted assets, all
assets including certain off-balance-sheet items are multiplied by a
risk weight factor from 0% to 100%, based on risk categories assigned
by the OTS. The RRPS categorizes bank risk-based capital ratio over
10% as well capitalized, 8% to 10% as adequately capitalized, and
under 8% as undercapitalized. As of September 30, 2008, the Bank's
current risk-based regulatory capital was 11.5% of risk-weighted
assets.
OTS ASSESSMENTS
The OTS has a sliding scale assessment formula to provide funding
for its operations. Troubled savings associations are charged a
"premium assessment" at a rate of 50% higher than non-troubled savings
associations at the same level of assets. Non-troubled institutions
are charged "general assessments." The changes in assessment fees
reflect the increased supervisory attention that troubled institutions
require from the OTS, which in turn increases the cost of regulation
and examinations.
EQUITY RISK INVESTMENTS
OTS regulations limit the aggregate amount that an insured
institution may invest in real estate, service corporations, equity
securities, and nonresidential construction loans and loans with loan-
to-value ratios greater than 80%. Under the regulations, savings
associations which meet their minimum regulatory capital requirements
and have tangible capital of less than 6% of total liabilities may
make aggregate equity risk investments equal to the greater of 3% of
assets or two and one-half times their tangible capital. Savings
associations that meet their minimum regulatory capital requirements
and have tangible capital equal to or greater than 6% of total
liabilities may make aggregate equity risk investments of up to three
times their tangible capital.
LOANS TO ONE BORROWER
FIRREA prohibits an institution from investing in any one real
estate project in an amount in excess of the applicable loans-to-one-
borrower limit, which is an amount equal to 15% of unimpaired capital
on an unsecured basis and an additional amount equal to 10% of
unimpaired capital and surplus if the loan is secured by certain
readily marketable collateral. Renewals that exceed the loans-to-one-
borrower limit are permissible if the original borrower remains liable
for the debt and no additional funds are disbursed. The Bank recently
received regulatory approval from the OTS under 12 CFR 560.93 which
increased its loans-to-one-borrower limit to $30 million for loans
secured by certain residential housing units. Such loans must, in the
aggregate, not exceed 150% of the Bank's unimpaired capital and
surplus.
INVESTMENT IN SUBSIDIARIES
Investments in and extensions of credit to subsidiaries not
engaged in activities permissible for national banks must generally be
deducted from capital. As of September 30, 2008, the Bank did not
have any investments in or advances to subsidiaries engaged in
activities not permissible for national banks.
12
FEDERAL RESERVE SYSTEM
Regulations require that institutions maintain reserves of 3%
against transaction accounts up to a specified level and an initial
reserve of 10% against that portion of total transaction accounts in
excess of such amount. In addition, an initial reserve of 3% must be
maintained on non-personal time deposits, which include borrowings
with maturities of less than four years. Such reserves are non-
interest bearing. These percentages are subject to change by the
Federal Reserve Board. As of September 30, 2008, North American met
its reserve requirements.
Savings institutions have authority to borrow from the Federal
Reserve Bank's "discount window," but only after exhausting all FHLB
sources of borrowing.
U.S. TREASURY TROUBLED ASSET RELIEF PROGRAM
On October 14, 2008, the U. S. Department of Treasury ("the
Treasury") announced the Troubled Asset Relief Program ("TARP
Program"), in an effort to improve the strength of financial
institutions and enhance market liquidity. Under the TARP Program,
the Treasury will purchase up to $250 billion in senior preferred
stock of participating financial institutions. The TARP program is
available to certain qualified financial institutions, and such
institutions will only be qualified if they elected to participate on
or before November 14, 2008. Institutions participating in the TARP
program will be required to adopt the Treasury's standards for
executive compensation and corporate governance for the period during
which the Treasury holds equity issued under the TARP program.
TAXATION
The Company is subject to the general applicable corporate tax
provisions of the Internal Revenue Code ("Code") and the Bank is
subject to certain additional provisions of the Code, which apply to
savings institutions and other types of financial institutions.
BAD DEBT RESERVES
Prior to October 1, 1996, the Bank was allowed a special bad debt
deduction for additions to tax bad debt reserves established for the
purpose of absorbing losses. This deduction was either based on an
institution's actual loss experience (the "experience method") or,
subject to certain tests relating to the composition of assets, based
on a percentage of taxable income ("percentage method"). Under the
percentage method, qualifying institutions generally deducted 8% of
their taxable income.
As a result of changes in the Federal tax code, the Bank's bad
debt deduction was based on actual experience beginning with the
fiscal year ended September 30, 1997, as the percentage method for
additions to the tax bad debt reserve was eliminated. Under the new
tax rules, thrift institutions were required to recapture their
accumulated tax bad debt reserve, except for the portion that was
established prior to 1988, the "base-year". The recapture was
completed over a six-year phase-in period that began with the fiscal
year ended September 30, 1999. A deferred tax liability is required
to the extent the tax bad debt reserve exceeds the 1988 base year
amount. As of September 30, 2008, North American had approximately
$3.7 million established as a tax bad debt reserve in the base-year.
Distributing the Bank's capital in the form of purchasing treasury
stock forced North American to recapture its after base-year bad debt
reserve prior to the phase-in period. Management believes that
accelerating the recapture was more than offset by the opportunity to
buy treasury stock at lower average market prices.
MINIMUM TAX
For taxable years beginning after December 31, 1986, the
alternative minimum tax rate is 20%. The alternative minimum tax
generally applies to a base of regular taxable income plus certain tax
preferences and is payable to the extent such preferences exceed an
exemption amount.
13
STATE TAXATION
The Bank is subject to a special financial institution state tax
based on approximately 7% of net income. This tax is in lieu of all
other taxes on thrift institutions except taxes on real estate,
tangible personal property owned by the Bank, contributions paid to
the State unemployment insurance fund, and sales/use taxes.
ITEM 2. PROPERTIES
North American's main office is located at 12498 South 71
Highway, Grandview, Missouri. In addition to its main office, the
Bank has nine branch offices, three loan origination offices, and one
customer service office. Net book value of premises owned and
leasehold improvement (net of accumulated depreciation) at September
30, 2008, was approximately $10.9 million.
Date Owned/ Lease
Location Occupied Leased Expiration
----------------------------------------------------------------------
12498 South 71 Highway
Grandview, Missouri 1972 Owned
646 N 291 Highway
Lees Summit, Missouri 1992 Owned
8501 North Oak Trafficway
Kansas City, Missouri 1994 Owned
920 North Belt
St. Joseph, Missouri 1979 Owned
2002 E Mechanic
Harrisonville, Missouri 1975 Owned
11400 E 23rd St.
Independence, Missouri 2000 Owned
7012 NW Barry Road
Kansas City, Missouri 2001 Owned
1001 N Jesse James Road
Excelsior Springs, Missouri 2002 Owned
12520 South 71 Highway
Grandview, Missouri 2005 Owned
2707 NW Prairie View Road
Platte City, Missouri 2007 Owned
789 NE Rice Road
Lee's Summit, Missouri 2008 Leased April 2010
12900 Metcalf - Suite 140
Overland Park, Kansas 1996 Leased December 2009
5177 Utica Ridge Road
Davenport, Iowa 2003 Leased March 2009
14
4350 S National, Suite A100
Springfield, Missouri 2005 Leased August 2010
10950 El Monte, Suite 210 2007 Leased May 2014
Overland Park, Kansas
ITEM 3. LEGAL PROCEEDINGS
The Company is involved in various legal actions that arose in
the normal course of business. There are no legal proceedings to
which the Company or its subsidiaries is a party that would have a
material impact on its consolidated financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
The information appearing on page 49 and 50 of the 2008 Annual
Report to Stockholders is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The information appearing on page 3 of the 2008 Annual Report to
Stockholders is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information appearing on pages 4 through 15 in the 2008
Annual Report to Stockholders is incorporated herein by reference.
ITEM 7a. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The information appearing on pages 11 through 13 in the 2008
Annual Report to Stockholders is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information appearing on pages 16 through 45 of the 2008
Annual Report to Stockholders is incorporated herein by reference.
See Item 15 below for a list of the financial statements and notes so
incorporated.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCE DISCLOSURE
None.
ITEM 9a. CONTROLS AND PROCEDURES
Conclusion Regarding the Effectiveness of Disclosure Controls and
Procedures. Under the supervision and with the participation of our
management, including our principal executive officer and principal
financial officer, we conducted an evaluation of our disclosure
controls and procedures, as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Securities and Exchange Act of 1934. Based on
this evaluation, our principal executive officer and our principal
financial officer concluded that our disclosure controls and
procedures were effective at the end of the period covered by this
annual report.
15
Management's Report on Internal Control Over Financial Reporting.
Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is
defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the
supervision and with the participation of our management, including
our principal executive officer and principal financial officer, we
conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control -
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation
under the framework in Internal Control - Integrated Framework, our
management concluded that our internal control over financial
reporting was effective as of September 30, 2008.
Our internal control over financial reporting as of September 30,
2008, has been audited by BKD, LLP, an independent registered public
accounting firm, as stated in their report which follows.
16
Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
NASB Financial, Inc.
Grandview, Missouri
We have audited NASB Financial, Inc.'s internal control over
financial reporting as of September 30, 2008, based on criteria
established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company's management is responsible for maintaining
effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial
reporting. Our responsibility is to express an opinion on
management's assessment and an opinion on the effectiveness of the
Company's internal control over financial reporting based on our
audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our
audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness
exists, and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audit also included
performing such other procedures as we consider necessary in the
circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A company's internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial
reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of
the company's assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of
changes in conditions or that the degree of compliance with the
policies or procedures may deteriorate.
In our opinion, NASB Financial, Inc. maintained, in all material
respects, effective internal control over financial reporting as of
September 30, 2008, based on criteria established in Internal Control
- Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO).
We have also audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated financial statements of NASB Financial, Inc. and our
report dated December 11, 2008 expressed an unqualified opinion
thereon.
/s/ BKD LLP
Kansas City, Missouri
December 11, 2008
17
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information appearing on pages 4 through 16 of the Company's
Proxy Statement for the 2009 Annual Meeting and information appearing
on pages 47 and 48 of the 2008 Annual Report to Stockholders is
incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information appearing on pages 7 through 16 of the Company's
Proxy Statement for the 2009 Annual Meeting is incorporated herein by
reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information appearing on page 14 through 15 of the Company's
Proxy Statement for the 2009 Annual Meeting is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information appearing on page 15 of the Company's Proxy
Statement for the 2009 Annual Meeting s incorporated herein by
reference.
ITEM 14. PRINCIPAL ACCOUTING FEES AND SERVICES
The information appearing on page 16 of the Company's Proxy
Statement for the 2009 Annual Meeting s incorporated herein by
reference.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this report:
(1) Financial Statements
The following consolidated financial statements of NASB
Financial, Inc. and the independent auditor's report thereon which
appear in the Company's 2008 Annual report to Stockholders ("Annual
Report") have been incorporated herein by reference to Item 8.
Consolidated Balance Sheets at September 30, 2008, and 2007
(Annual Report - Page 16).
Consolidated Statements of Income for the years ended September
30, 2008, 2007, and 2006 (Annual Report - Page 17).
Consolidated Statements of Cash Flows for the years ended
September 30, 2008, 2007, and 2006 (Annual Report - Pages 18 and 19).
Consolidated Statements of Stockholders' Equity for the years
ended September 30, 2008, 2007, and 2006 (Annual Report - Page 20).
Notes to Consolidated Financial Statements (Annual Report - Pages
21 through 45).
Report of Independent Registered Public Accounting Firm (Annual
Report - Page 46).
(2) Financial Statement Schedules.
Schedules are provided in the Consolidated Financial Statements.
18
(3) EXHIBITS.
Exhibit
Number
---------
2) Agreement and Plan of Merger by and among North American Savings
Bank, F.S.B., NASB Interim Savings Bank, F.S.B., and NASB
Financial, Inc. Exhibit 2 to Form 8-K, dated April 15, 1998, and
incorporated herein by reference.
3) Federal Stock Savings Bank Charter and Bylaws. Exhibit 3 to Form
10-K for fiscal year ended September 30, 1992, dated December 27,
1992, and incorporated herein by reference.
3.1) Articles of Incorporation of NASB Financial, Inc. Exhibit 3.1 to
Form 8-K, dated April 15, 1998, and incorporated herein by
reference.
3.2) Bylaws of NASB Financial, Inc. Exhibit 3.2 to Form 8-K, dated
April 15, 1998, and incorporated herein by reference.
10.1)Employees' Stock Option Plan and specimen copy of Option
Agreement entered into between the Company and the Plan
participants. (Exhibit 10.4 to Form 10-K for fiscal year ended
September 30, 1986, dated December 26, 1986, and incorporated
herein by reference).
10.2)Amended and Restated Retirement Income Plan for Employees of
North American Savings Bank dated September 30, 1988, dated
December 20, 1988, and incorporated herein by reference).
10.3)NASB Financial, Inc. Equity Incentive Compensation Plan
dated adopted on October 28, 2003. (Exhibit B to the Company's
Proxy Statement for the 2004 Annual Meeting and incorporated
herein by Reference).
*13) 2008 Annual Report to Stockholders.
22) Subsidiaries of the Registrant at September 30, 2008, listed on
page 1.
23) Proxy Statement of NASB Financial, Inc. for the 2009 Annual
Meeting of Stockholders filed with the SEC (certain portions of
such proxy Statement are incorporated herein by reference to page
numbers in the text of this report on Form 10-K).
*31.1) Certification of Chief Executive Officer pursuant to Rules
13a-15(e) and 15d-15(e).
*31.2) Certification of Chief Financial Officer pursuant to Rules
13a-15(e) and 15d-15(e).
*32.1) Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
*32.2) Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
* Filed Herewith
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SIGNATURES
Pursuant to the requirements of section 13 or 15 (d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NASB FINANCIAL, INC.
By: /s/ David H. Hancock
David H. Hancock
Chairman
Date: December 12, 2008
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below on December 12, 2008, by the
following persons on behalf of the Registrant and in the capacities
indicated.
Signature Title
/s/ David H. Hancock Chairman and Chief
David H. Hancock Executive Officer
/s/ Rhonda Nyhus Chief Financial Officer
Rhonda Nyhus (Principal Accounting
Officer)
/s/ Keith B. Cox Director
Keith B. Cox
/s/ Paul L. Thomas Director
Paul L. Thomas
/s/ Frederick V. Arbanas Director
Frederick V. Arbanas
/s/ Barrett Brady Director
Barrett Brady
/s/ Laura Brady Director
Laura Brady
/s/ Linda S. Hancock Director
Linda S. Hancock
/s/ W. Russell Welsh Director
W. Russell Welsh
20